Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MALLINCKRODT INC.
(formerly Mallinckrodt Group Inc.)
(Exact name of Registrant as specified in its charter)
New York 675 McDonnell Boulevard 36-1263901
(State or other jurisdiction of P.O. Box 5840 (I.R.S. Employer
incorporation or organization) St. Louis, MO 63134 Identification No.)
(314) 654-2000
(Address of principal executive
offices)
INVESTMENT PLAN FOR EMPLOYEES OF
MALLINCKRODT INC.
(Full Title of Plan)
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Roger A. Keller
Vice President, Secretary & General Counsel
Mallinckrodt Inc.
675 McDonnell Boulevard
P.O. Box 5840
St. Louis, MO 63134
(314) 654-2000
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
John M. Reiss, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering registration fee
registered registered per share <F1> price <F1>
---------- ---------- ------------- ---------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value...... 1,000,000 $32.65625 $32,656,250 $9078.44
==================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices of the Common Stock as
reported on the New York Stock Exchange, Inc. on August 18, 1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement registers additional securities of the
same class as other securities for which a registration statement filed on this
form relating to the same stock purchase plan is effective. Consequently,
pursuant to General Instruction E of Form S-8, the contents of the registration
statement on Form S-8 filed by Mallinckrodt Inc. with respect to the Investment
Plan for Employees of Mallinckrodt Inc., registration statement No. 333-34489
(which in turn incorporated by reference the contents of registration statement
No. 2-94151, as amended) are incorporated herein by reference.
Item 8. Exhibits
Exhibit
Number Description of Documents
- ------ ------------------------
5(a) Opinion of Roger A. Keller as to legality of securities
(including Consent).
5(b) Determination letter from Internal Revenue Service dated February
10, 1986. Incorporated herein by reference to Exhibit 5(c) to
Post-Effective Amendment No. 3, Registration Statement No.
2-94151.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Stone Carlie & Company, L.L.C.
23.3 Consent of Roger A. Keller included in Exhibit 5(a).
24 Power of Attorney of certain officers and directors (included on
pages II-2 through II-4) and Power of Attorney of certain members
of the Employee Benefits Committee (included on pages II-4
through II-5).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on the 18th day of
August, 1999.
MALLINCKRODT INC.
By /s/ C. Ray Holman
---------------------------------
Name: C. Ray Holman
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Ray Holman and Roger A. Keller, and
each of them severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be executed in one or more
counterparts.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
/s/ C. Ray Holman Chairman of the Board and
- -------------------------------- Chief Executive Officer
C. Ray Holman
Date: August 18, 1999
/s/ Michael A. Rocca Senior Vice President and
- -------------------------------- Chief Financial Officer
Michael A. Rocca (Principal Financial
Date: August 18, 1999 Officer)
/s/ Douglas A. McKinney Vice President and
- -------------------------------- Controller (Principal
Douglas A. McKinney Accounting Officer)
Date: August 18, 1999
/s/ Raymond F. Bentele Director
- --------------------------------
Raymond F. Bentele
Date: August 18, 1999
/s/ Gareth C.C. Chang Director
- --------------------------------
Gareth C.C. Chang
Date: August 18, 1999
/s/ William L. Davis, III Director
- --------------------------------
William L. Davis, III
Date: August 18, 1999
/s/ Ronald G. Evens Director
- --------------------------------
Ronald G. Evens
Date: August 18, 1999
/s/ Roberta S. Karmel Director
- --------------------------------
Roberta S. Karmel
Date: August 18, 1999
/s/ Claudine B. Malone Director
- --------------------------------
Claudine B. Malone
Date: August 18, 1999
/s/ Anthony Viscusi Director
- --------------------------------
Anthony Viscusi
Date: August 18, 1999
/s/ Brian M. Rushton Director
- --------------------------------
Brian M. Rushton
Date: August 18, 1999
/s/ Daniel R. Toll Director
- --------------------------------
Daniel R. Toll
Date: August 18, 1999
Pursuant to the requirements of the Securities Act of 1933, the
Employee Benefits Committee of Mallinckrodt Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, State of Missouri, on the 18th day of
August, 1999.
INVESTMENT PLAN FOR EMPLOYEES
OF MALLINCKRODT INC.
/s/ William B. Stone
----------------------------
Name: William B. Stone
Title: Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Ray Holman and Roger A. Keller, and
each of them severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof. This Power of Attorney may be executed in one or more
counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities as members of the Employee Benefits Committee and on the date
indicated.
Signature Date
/s/ Bruce K. Crockett August 18, 1999
- ----------------------------
Bruce K. Crockett
/s/ Roger A. Keller August 18, 1999
- ----------------------------
Roger A. Keller
/s/ David R. Kupferer August 18, 1999
- ----------------------------
David R. Kupferer
/s/ Judith C. Rebholz August 18, 1999
- ----------------------------
Judith C. Rebholz
/s/ John J. Riordan August 18, 1999
- ----------------------------
John J. Riordan
/s/ Nancy J. Stemme August 18, 1999
- ----------------------------
Nancy J. Stemme
/s/ William B. Stone August 18, 1999
- ----------------------------
William B. Stone
/s/ Frank A. Voltolina August 18, 1999
- ----------------------------
Frank A. Voltolina
EXHIBIT 5
OPINION AND CONSENT OF ROGER A. KELLER
I have examined the Registration Statement on Form S-8 to be filed by
Mallinckrodt Inc. (the "Corporation") with the Securities and Exchange
Commission under the Securities Act of 1933 covering 1,000,000 additional shares
of Common Stock, par value $1.00 per share, of the Corporation (the "Shares").
I have examined such documents, certificates, records, authorizations and
proceedings and have made such investigations as I have deemed necessary or
appropriate in order to give the opinion express herein.
Upon the basis of the foregoing, I am of the opinion that when the Shares
have been duly delivered against payment therefor, as contemplated by the
Investment Plan for Employees of Mallinckrodt Inc., the shares will be legally
issued, fully paid and, except as may be otherwise provided in Section 630 of
the New York Business Corporation Law, non-assessable.
I hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.
By:
ROGER A. KELLER
/s/ ROGER A. KELLER
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St. Louis, MO
August 18, 1999
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Investment Plan for Employees of Mallinckrodt Inc. of our
reports (a) dated August 12, 1998, except for the restatement related to
purchased research and development referred to in Note 2, to which the date is
January 26, 1999, with respect to the consolidated financial statements of
Mallinckrodt Inc. included in the Annual Report (Form 10-K/A No. 1) for the year
ended June 30, 1998, and (b) dated October 29, 1997, with respect to the
financial statements and schedules of the Investment Plan for Employees of
Mallinckrodt Inc. for the year ended June 10, 1997, included in the Plan's 1998
Annual Report (Form 11-K), filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
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St. Louis, Missouri
August 19, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Investment Plan for Employees of Mallinckrodt Inc. of our
report dated November 24, 1998, with respect to the financial statements and
schedules of the Investment Plan for Employees of Mallinckrodt Inc. included in
the Plan's Annual Report (Form 11-K), for the year ended June 30, 1998, filed
with the Securities and Exchange Commission.
/s/ Stone Carlie & Company, L.L.C.
- ----------------------------------
St. Louis, Missouri
August 19, 1999
